Exhibit 10.17
DATED 1 January 1999
(1) PREDICTIVE LIMITED
and
(2) XXXX XXXXXX
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SERVICE AGREEMENT
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THIS AGREEMENT is made the 1st day of January, 1999
BETWEEN:
(1) PREDICTIVE LIMITED a company registered in England and Wales whose
registered address is at 00 Xxxxxxxxxxx, Xxxxxx XX0X 0XX (the
"Company"); and
(2) XXXX XXXXXX of Xxx Xxxx, Xxxxxxx Xxxx, Xxxxx Xxxxx XX00 XXX (the
"Executive")
IT IS HEREBY AGREED as follows:
1. ENGAGEMENT AND TERM
1.1 With effect from January 1, 1999, the Company engages the services of
the Executive as Managing Director of Europe, the Middle East and
Africa and the Executive accepts such engagement by the Company upon
the terms set out in this Agreement unless and until terminated by
either party giving to the other at least three months' notice in
writing.
1.2 The Executive hereby warrants and represents to the Company that he is
not in breach of any existing or former terms of employment whether
express or implied or of any other obligation binding upon the
Executive by reason of entering into this Agreement on the terms herein
1.3 The Executive's period of continuous employment will commence on
January 1, 1999 and does not include any service with any previous
employer.
2. DUTIES OF THE EXECUTIVE
2.1 The Executive shall perform such duties and exercise such powers in
relation to the business of the Company or of any Group Company as may
from time to time be assigned to or vested in him by the Board and
shall at all times and in all respects conform to and comply with the
reasonable directions and regulations made by the Board and so that the
Executive shall perform such services for any Group Company without
further remuneration and accept such offices in any such Group Company
as the Board may require.
2.2 The Executive shall well and faithfully serve the Company and any
relevant Group Company (where applicable) to the utmost of 09 ability
and shall promote the interests and welfare thereof and shall unless
prevented by accident or ill-health devote the whole of his time
attention and abilities during the normal working hours of the Company
or relevant Group Company (and, for no further remuneration, during
such additional hours as shall be reasonably necessary for the proper
performance thereof) to the said duties.
2.3 The Executive shall at all times keep the Board informed (in writing if
so requested) of the
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conduct of the business or affairs of the Company or the relevant Group
Company and provide such explanations as the Board may reasonably
require in connection therewith.
2.4 The Executive shall at all times give to the Board and to the Company's
auditors from time to time appointed all such information, explanation,
data and assistance as may be reasonably required in connection with
the business of the Company.
2.5 The Executive shall perform his duties at such place in the United
Kingdom as He Company from time to time requires him to work ("Usual
Place of Work").
2.6 The Executive shall comply with all the Company's rules, regulations
and policies from time to time in force.
3. SALARY AND OTHER COMPENSATION.
3.1 The Company shall pay to the Executive during the term of his
engagement a gross salary of (pound)71,200 per annum in aggregate,
which shall accrue from day to day and be payable in equal monthly
instalments in arrears on the last Friday of each calendar month (or
such other date as the Company shall determine). The Executive's salary
shall be reviewed by the Board annually and the decision upon such
review shall be at the complete discretion of the Board.
3.2 If the Executive shall be required to carry out any duties or exercise
any powers in relation to any Group Company a proper proportion of his
remuneration for the performance of such duties may be paid by such
Group Company and payment of such remuneration by such Group Company
shall be accepted by the Executive pro tanto in satisfaction of the
obligation of the Company to remunerate him/her hereunder.
3.3 The Company shall pay the Executive a bonus based on the performance of
the Company in accordance with Schedule A to this Agreement (the
"Bonus"). Prior to the start of each year during the term of this
Agreement the Executive and the Board (which for this purpose Shall
include the representatives of the Company's parent company, Predictive
Systems, Inc. (the "Parent Company")) shall agree a revised Bonus for
the Executive to apply for the next year and Schedule A to this
Agreement shall be amended or replaced accordingly.
3.4 The Company shall procure that Predictive Holdings, Inc grants to the
Executive stock options over its $0.01 common stock in accordance with
Schedule B to this Agreement and otherwise on the terms of the
Predictive Holdings, Inc 1998 Stock Option/ Issuance Plan as amended
from time to time.
4. PENSIONS AND SICKNESS
4.1 Each month during the term of this Agreement, the Company shall
contribute an amount equal to 5% (five percent) of the basic salary of
the Executive to a personal pension scheme
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nominated by the Executive. There is no contracting out certificate in
force in relation to the State Earnings Related Pensions Scheme.
4.2 Subject to the right of the Company to terminate this Agreement as set
out in Clause 7.1 hereof or otherwise the Executive shall
notwithstanding illness or other incapacity beyond his control as a
result of which he is unable to perform his duties hereunder remaining
entitled to receive his salary hereunder in full for an aggregate
period of up to thirty (30) days in any year subject to:
(a) compliance with the Company's procedures relating to sickness
notification, statutory sick pay and self-certification to
cover absence from work due to sickness or other incapacity
and to the provision of medical certificates and/or undergoing
a medical examination by a doctor appointed by the Company as
may be required by the Company; and
(b) a reduction (at the Company's discretion) from his salary of
an amount or amounts equal to any state sickness benefit or
statutory sick pay to which the Executive is entitled.
5. TRAVEL EXPENSES
5.1 In the performance of his duties hereunder the Executive shall work and
travel to such places (whether inside or outside the United Kingdom)
and on such occasions as the Board may from time to tome reasonably
require.
5.2 The Company will not provide a company car for the Executive nor will
it reimburse the Executive for the costs of insuring or maintaining any
motor vehicle maintained by him. However, the Company will pay to the
executive an amount equal to (pound)0.49 per mile (or such other amount
as is from time to time recommended by the Royal Automobile Club as the
business allowance per mile for vehicles of above two thousand cubic
capacity) for each mile driven by the Executive in his own car during
the course of his employment hereunder.
5.3 The Company shall upon the production of the appropriate vouchers or
such other evidence as the Company shall require from time to time
reimburse the Executive all other reasonable travelling, hotel,
entertainment and other expenses properly incurred by him/her in or
about the performance of his duties hereunder with the prior authority
of the Board.
5.4 Should the Company temporarily require the Executive to perform his
duties over than at his Usual Place of Work, the Company shall
reimburse him/her for all reasonable travelling and accommodation and
such other expenses as the Board in its discretion decides.
6. HOLIDAYS
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6.1 The Executive shall be enticed to 20 working days' holiday (in addition
to the usual public or statutory holidays) in each calendar year to be
taken in such period and at such times as the Board shall consider most
convenient having regard to the requirements of the Company's or
relevant Group Company's business.
6.2 The Company reserves the right at its sole discretion to require the
Executive to take any outstanding holiday during any notice period or
to make payment in lieu thereof.
6.3 On termination of the Executive's engagement (howsoever occasioned) if
the Executive has taken more or less than his annual holiday
entitlement an appropriate adjustment shall be made to any payment of
salary or benefits from the Company to the Executive.
6.4 Save with the prior written consent of the Company, untaken holiday
entitlement for any one calendar year may not be carried forward to any
subsequent year and no payment in lieu shall be made for such accrued
holiday upon termination of this Agreement howsoever.
7. TERMINATION OF ENGAGEMENT
7.1 The Executive's engagement may be terminated by the Company forthwith
by notice in writing if:
(a) the Executive commits any material breach or (after warning)
any repeated or continued breach of his obligations hereunder
or is guilty of conduct tending to bring himself or the
Company or any Group Company into disrepute;
(b) the Executive commits any criminal offense other then a minor
motoring offense;
(c) the Company reasonably believes that the Executive is guilty
of gross misconduct or gross negligence;
(d) the Executive is unable to fulfil his duties hereunder through
illness or other incapacity for an aggregate period exceeding
thirty (30) days in any calendar year,
(e) the Executive becomes bankrupt or has an interim order made
against him/her under the Insolvency Xxx 0000 or makes any
arrangement or composition with his creditors generally or the
equivalent under any other jurisdiction;
(f) the Executive has been disqualified or is liable to be
disqualified from being a director by reason of any order made
under the Company Directors Disqualification Act 1986 or
otherwise;
(g) the Executive is required to vacate his office as a director
of the Company and/or any Group Company by virtue of any
provision of the Articles of Association of the Company and/or
any Group Company; or
(h) the Executive becomes of unsound mind or a patient within the
meaning of any statute
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relating to mental health.
7.2 The termination by the Company of the Executive's engagement (howsoever
occasioned) shall be without prejudice to any claim which the Company
may have for damages arising from breach of this Agreement by the
Executive.
7.3 On termination of the Executive's engagement hereunder the Company may
make deductions/adjustments from any salary ant/or contractual benefits
due to the Executive of monies due from the Executive to the Company
including not limited to any outstanding loans, advances and the cost
of repairing any damage or loss to the Company's property caused by the
Executive (and the cost of recovering the same), and any other monies
due from the Executive to the Company.
7.4 The Executive agrees that the Company may by notice in its absolute
discretion:
(a) require the Executive during any period of notice (whether
given by the Executive or by the Company) or dig any unexpired
term of his employment ("the Remaining Period") to carry out
such services as the Company shall direct or to undertake no
work provided that the Company shall continue to pay the
Executive's salary and contractual benefits;
(b) require the Executive during the Remaking Period not to attend
work at all but to be available and contactable by telephone
at home during normal office hours to carry out such services
as the Company directs or to cease to perform his functions as
described in the his job description and to do such other task
or tasks that the Company may assign to him/her provided that
the Company shall continue to pay the Executive's salary and
contractual benefits;
(c) terminate the Executive's engagement forthwith and make a
payment in lieu of any notice of termination of employment.
7.5 Upon any notice under Clause 7.4 being given, notwithstanding any other
term contained herein, the restrictions referred to in Clause 11.l(b),
(c) ant (d) shall be deemed to commence upon such notice being
effective.
7.6 Upon termination of the Executive's engagement hereunder (howsoever
occasioned) the Executive shall not be entitled to any compensation in
respect of any loss of any right or benefit or prospective right or
benefit under any share option or other share incentive scheme operated
or granted by the Company or any Group Company.
7.7 Should the Company become entitled to terminate the employment of the
Executive pursuant to Clause 7.1 above, it shall be entitled (without
prejudice to its right subsequently to terminate his engagement on the
same or any other ground) to suspend the Executive on full pay for as
long as it may reasonably think fit.
8. RESIGNATION OF DIRECTORSHIPS AND OTHER OFFICES
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8.1 The Executive shall immediately upon termination of his engagement
howsoever occasioned or upon a notice of termination being served by
either party in accordance with this Agreement (whichever is earlier),
upon request by the Company give written notice resigning forthwith as
a director or trustee or from any other office he may hold from tune to
time with the Company and/or any Group Company or arising from his
engagement by the Company and/or any Group Company without any further
compensation.
8.2 If such notice as is referred to in Clause 8.1 has not been received by
the Company or such Group Company within seven days of the Company
requesting the same, the Secretary of the Company from time to time is
hereby irrevocably authorised to appoint any person in the Executive's
name and on his behalf to execute any documents and to do all acts
necessary to effect the Executive's resignation as set out in Clause
8.1.
9. INVENTIONS AND IMPROVEMENTS
9.1 It shall be part of the normal duties of the Executive at all times to
consider in what manner and by what new methods any devices, products,
services, processes, equipment or systems of the Company and each Group
Company might be improved and promptly to give to the Board full
details of any invention, discovery, design, improvement or other
matter or work whatsoever in relation thereto (the "Inventions") which
he may from time to time make or discover during his engagement
hereunder and the Executive hereby acknowledges and agrees that the
sole ownership of the Inventions and all proprietary rights therein
discovered or made by him/her (whether alone or jointly with others) at
any tune during his engagement hereunder shall (subject to any contrary
provisions of the Patents Xxx 0000 and the Copyright Design and Patents
Xxx 0000 and to any rights of a joint inventor thereof) belong free of
charge and exclusively to the Company or as it may direct.
9.2 All records, documents, papers (including all copies and summaries
thereof) copyright protected works made or acquired by the Executive in
the course of his employment, together with all worldwide copyright and
design nights in all Me Inventions, shall be and remain the property of
the Company.
9.3 For the avoidance of doubt and the Executive irrevocably and
unconditionally waives all rights granted by Chapter IV or Part I of
the Copyright Designs and Patents Xxx 0000 that vests in the Executive
the authorship of any copyright works in respect of the Inventions by
the Executive in the course of his employment with the Company or any
Group Company including without limitation the right to be identified
as the author of any such works and the right not to have any such
works subjected to derogatory treatment.
9.4 The Executive hereby agrees (at any time during his employment or
thereafter and at the Company's expense) to do all such acts and things
(including without limitation making application for letters patent) as
the Board may reasonably request to vest
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effectually any Invention (whether owned by the Company in accordance
with Clause 9.1 or owned by the Executive) and any protection as to
ownership or use (in any part of the world) of the same in the Company
or in any Group Company or as it may direct, jointly if necessary with
any joint inventor thereof, and the Executive hereby irrevocably
appoints the Company for the purposes aforesaid to be his attorney in
his name and on his behalf to execute and do any such documents acts
and things aforesaid.
9.5 The Executive shall not knowingly do or omit to do anything which will
or may have the result of imperilling any such protection aforesaid or
any application therefor.
9.6 Should the Executive during his engagement hereunder make any
Inventions that do not belong to the Company by reason of the Patents
Xxx 0000 or otherwise, the Executive shall forthwith license or assign
(as determined by the Company) to the Company all the Executive's
rights in relation to such Invention and will deliver to the Company
all documents and other materials relating thereto whereupon the
Company shall pay the Executive such compensation provided in Section
40 of The Patents Xxx 0000.
10. CONFIDENTIAL AND BUSINESS INFORMATION
10.1 Upon the termination of the Executive's engagement (howsoever
occasioned) the Executive (or as appropriate his personal
representative) shall forthwith deliver to the Company (without
retaining copies of the same) all plans, designs, specifications, price
lists, lists of customers and suppliers, correspondence, manuscripts,
records (in whatever medium), documents, accounts and papers of any
description, any other property of the Company or any Group Company,
notes, memoranda, records and writings made by the Executive relating
to the business of Me Company or any Group Company within the
possession or under the control of the Executive (or as appropriate his
personal representatives) relating to the affairs and business of the
Company or any Group Company.
10.2 The Executive hereby undertakes to the Company (for itself and as
trustee for each Group Company) that (save as expressly required by
law) neither during the course of his employment (except in the proper
performance of his duties) nor at any time after the termination of
this Agreement howsoever occasioned, will he directly or indirectly:
(a) use for his own purposes or those of say other person,
company, business entity or other organization whatsoever; or
(b) disclose to any person, company, business entity or other
organization whatsoever;
any trade secrets or confidential information relating or belonging to
the Company or Group Company including but not limited to any such
information relating to customers, customer lists or requirements,
price lists or pricing structures, marketing and sales information,
business plans or dealings, employees or officers, financial
information and plans, designs, formulae, product lines and research
activities, any document marked
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"confidential", or any information which the Executive has been told or
is aware is confidential or which he might reasonably expect the
Company or any Group Company would regard as confidential, or any
information which has been given to the Company or any Group Company in
confidence by customers, suppliers or other persons and that he shall
use his best endeavours to prevent the publication or disclosure of any
information concerning such matters.
10.3 The list of categories of confidential information referred to in
Clause 10.2 may be modified from time to time by the Company giving the
Executive notice of the same.
10.4 The obligations contained in Clause 10.2 shall cease to apply to any
information or knowledge which may subsequently come into the public
domain after the termination of the Executive's employment other than
by way of unauthorized disclosure.
11. NON-COMPETITION
11.1 Notwithstanding termination of this Agreement, the Executive hereby
covenants and undertakes with the Company (for itself and as trustee
for each other Group Company) and so that each covenant and undertaking
below shall be a further and separate and severable obligation and
without prejudice and in addition to all other like obligations already
or hereafter so undertaken by the Executive that:
(a) he shall not during his engagement hereunder be directly or
indirectly engaged, concerned or interested whether as
principal, employee, agent, consultant or otherwise in any
trade occupation or business which in the opinion of the Board
is or is likely to be in competition with the business from
time to time of the Company or of any Group Company;
(b) within the United Kingdom, the United States of America or any
other territory where any Group Company is then doing
business, he shall not during his engagement hereunder and for
a period of six months following the Termination Date and
whether soley or jointly with or as manager agent officer
employee or otherwise for any other person firm or corporation
directly or indirectly without the consent in writing of the
Board be engaged in or interest in or perform services in
respect of or be concerned with:-
(i) the research into, development, manufacture, supply
or marketing of any product which is of the same or
similar type to any product researched or developed
or manufactured or supplied or marketed by the
Company or any Group Company during the Relevant
Period or within a reasonable time after the
Termination Date;
(ii) the development or provision of any services
(including but not limited to technical and product
support, or consultancy or customer services) which
are of the same or similar type to any services
provided by the Company or any Group Company during
the Relevant Period or to be provided by the Company
or any Group Company within a reasonable time after
the Termination Date
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(iii) the sales of goods or provision of services of a kind
supplies by the Company or any Group Company in
connection with the Relevant Business, to Customers
and Prospective Customers for such goofs or services;
provided always that the provisions of this sub-clause shall apply only
in respect of goods or services or Relevant Businesses with which the
Executive was either personally concerned or for which he was directly
responsible during the Relevant Period;
(c) he shall not during his engagement hereunder and for a period
of six months following the Termination Date whether solely or
jointly with or as manager, agent, officer, employee or
otherwise for any other person, company, film or corporation
or directly or indirectly:
(i) solicit or assist in soliciting in competition with
the Company the custom or business of any Customer or
Prospective Customer with whom the Executive has had
personal contact or dealing on behalf of the Company
or any Group Company during the Relevant Period
and/or with whom employees reporting to the Executive
have had personal contact or dealings on behalf of
the Company or any Group Company during the Relevant
Period;
(ii) accept, or facilitate the acceptance of, or deal
with, in competition with the Company the custom or
business of any Customer or Prospective Customer with
whom the Executive has had personal contact or
dealings on behalf of the Company or any Group
Company during the Relevant Period and/or with whom
employees reporting to the Executive have had
dealings on behalf of the Company or any Group
Company during the Relevant Period;
(iii) endeavour to procure the supply of goods or services
from any person, firm or company which during the
Relevant Period has been a supplier of goods or
services in connection with any Relevant Business to
the Company or any Group Company where such supply
may have an adverse effect on or cause loss to the
Company or such Group Company;
(iv) knowingly or recklessly do or say anything which is
or is calculated to be prejudicial to the interests
of the Company or any Group Company or its business
or which results or may result in the discontinuance
of any contract or arrangement or benefit to the
Company or any Group Company;
(d) he shall not for a period of 12 months after the Termination
Date solicit away from the Company or any Group Company or
interfere with any person who during the Relevant Period was
employed by the Company or any Group Company and with whom the
Executive had personal contact or had dealt with during the
Relevant Period whether or not the said employee would be in
breach of his contract of employment with the Company or any
Group Company,
provided always that nothing above provided in this Clause 11 shall
prohibit the
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Executive (i) from being the holder of not more than three per cent of
any class of stock, shares or debentures or other securities in any
company which is listed and/or dealt in on the London Stock Exchange or
in Be Unlisted Securities Market of such stock exchange or any other
recognized stock exchange or (ii) from being interested as a
shareholder or director only in such companies as the Board from time
to time in writing agrees such agreement not to be unreasonably
withheld or withdrawn for so long as such interest of the Executive or
any of them shall not prejudice the business interests of the Company
or of any Group Company and for so long as the Executive shall during
his engagement hereunder comply with the provisions of this Clause 11.
For the purposes of the proviso to this Clause, the expression
"Executive" shall include those persons to whom section 203 of the
Companies Xxx 0000 refers, whose interests shall be aggregated with the
interest of the Executive.
11.2 The Executive also covenants and undertake with the Company (for itself
and as trustee for each Group Company) as a further and separate and
severable obligation aforesaid that:
(a) he will not during the term of his engagement hereunder
introduce to any other person fun or company business of any
kind which could appropriately be dealt with by the Company or
any Group Company and he will not have any financial interest
in or derive any financial benefit from contracts made by the
Company or any Group Company with any third party without
first disclosing such interest or benefit to the Board in
writing and obtaining its written approval thereto; and
(b) save in the proper performance of his duties hereunder, he
will not directly or indirectly during his engagement
hereunder or thereafter make use of any corporate or lousiness
name which is identical or similar to or likely to be confused
or associated with any corporate or business or brand name of
the Company or any Group Company or which might suggest a
connection with the same; and
(c) he will not after the Termination Date represent or otherwise
indicate any present association with the Company or any Group
Company or for the purpose of carrying on any business claim,
represent or otherwise indicate any past association win the
Company or any Group Company.
11.3 For the purposes of Clause 11.1 and 11.2 only, a Group Company shall
mean a Group Company for which the Executive shall have rendered
services in an employment or consultancy capacity or of the affairs of
which he shall have gained knowledge at any time during the Relevant
Period.
11.4 The restrictions contained in this Clause 11 and in Clause 10 are
considered reasonable by the parties but in the event that any such
restrictions shall be found to be void but would be valid if some part
thereof were deleted or the period or area of application reduced such
restrictions shall apply with such modification as may be necessary to
make them valid and effective.
11.5 No provision of this Agreement or any agreement or arrangement of which
it forms part by virtue
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of which the agreement constituted by all of the foregoing is subject
to registration (if such be the case) under the Restrictive Trade
Practices Acts 1976 and 1977 shall take effect until the day after
particulars of such agreement have been furnished to the Director
General of Fair Trading pursuant to Section 24 of the Restrictive Trade
Practices Xxx 0000.
11.6 The undertakings and covenants contained in this Clause 11 and Clause
10 shall be directly enforceable by the Company or any Group Company
enjoying the benefit thereof and the Company may also enforce the same
for the benefit of any Group Company as well for its own benefit.
11.7 The Executive agrees that in the event of receiving from any person,
company, business entity or other organization an offer of employment
either during the continuance of this Agreement or during the
continuance in force of any of the restrictions set out above, he will
forthwith provide to such person, company, business entity or other
organization making such an offer of employment a full and accurate
copy of this Agreement signed by the parties hereto.
12. GRIEVANCE PROCEDURE
The Company hereby notifies the Executive that in the event of the
Executive wishing to seek redress of arty grievance relating to his
engagement he should write to the Board setting out full details of the
matter and the Executive shall promptly answer (in writing if required)
such questions (if any) as are put to him/her by any member of the
Board. A majority decision of the Board on such matter shall be final
and binding and will be communicated to the Executive in writing.
13. INSURANCE
13.1 The Executive hereby covenants with the Company on behalf of himself
and his personal representatives at all times fully and effectively to
comply with the terms of any insurance policy taken out by the Company
and/or any Group Company on his life or in respect of his position as a
director and/or officer of the Company and/or any Group Company and
further covenants that all statements, representations and declarations
made by him in connection with such insurance policy shall when made be
true, complete and accurate in all respects.
13.2 The Executive undertakes to co-operate fully and assist the Company or
the relevant Group Company in relation to any claim(s) made or to be
made in connection therewith (including without limitation submitting
to a medical examination) notwithstanding that this Agreement has been
terminated or has come to an end.
14. RECONSTRUCTION OR AMALGAMATION
If this Agreement is terminated because of the liquidation of the
Company for the purpose of amalgamation or reconstruction or if a third
party agrees to acquire the
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whole or substantially the whole of the undertaking and assets of the
Company and the Executive is offered employment with such amalgamated
or reconstructed company or third party on terms which taken as a whole
are not less favourable in all material respects than the terms of this
Agreement the Executive shall have no claim against the Company in
respect of such termination.
15. NOTICES
15.1 Any notice given or required hereunder may be served by personal
delivery or facsimile transmission or by leaving the same at or by
sending the same through the post addressed in the case of the Company
to its registered office from time to time and in the case of the
Executive to his aforesaid address or if different, the address of his
main residence at the relevant time or if the Executive is engaged on
business of the Company abroad at such address as the Executive shall
notify to the Company for this purpose.
15.2 Any notice sent by post shall be deemed to have been served twenty-four
hours after the time of posting by first class mail or forty eight
hours in the case of a notice sent to a Executive abroad and service
thereof shall be sufficiently proved by proving that the notice was
duly despatched through the post in a pre-paid envelope addressed as
aforesaid. Any notice sent by facsimile transmission shall be deemed
served twenty-four hours after the time, when, in the ordinary course
of transmission, it would have been received.
16. EXTENT AND SUBSISTENCE OF AGREEMENT
16.1 This Agreement is in substitution for any previous contract of
employment between the Company or any Group Company and the Executive
which shall be deemed to have been terminated by mutual agreement from
the date hereof and the Executive acknowledges and warrants that there
are no agreements or arrangements whether written or oral or implied
between the Company or any Group Company and the Executive relating to
the engagement of the Executive other than those expressly set out in
this Agreement and that he is not entering into this Agreement in
reliance on --any representation not expressly set out herein save that
the Executive shall be entitled to be indemnified by the Company in
respect of any such liability as is mentioned in Article 118 of Table A
of the Company Xxx 0000 as incorporated into the Articles of
Association of the Company.
16.2 The expiration or determination of dais Agreement howsoever arising
shall not operate to affect such of the provisions hereof as in
accordance with their terms are expressed to operate or have effect or
are capable of operation or effect thereafter.
16.3 In relation to Section 36A of the Companies Xxx 0000 it is hereby
agreed and declared that this document shall not be presumed to be
delivered until and is not intended by the person or persons making it
to be a deed until and shall not be or take effect as a deed until it
is dated.
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17. DEFINITIONS
In these terms and conditions:
(a) references to terms mentioned in the Summary preceding these
teens and conditions shall be to those terms as described or
defined in the Summary;
(b) the following terms shall have the meaning set out beside them
below:
"the Board" the board of directors of the
Company as from time to time
constituted;
"Customer" any person, firm, company or
other organization whatsoever to
whom the Company; or any Group
Company has supplied goods or
services;
"Prospective Customer" any person, firm, company or
other organization whatsoever to
whom the Company or any Group
Company has offered to supply
goods or services, or to whom
the Company has provided details
of the terms on which it would
or might be willing to supply
goods or services, or with whom
the Company or any Group Company
has had any negotiations or
discussions regarding the
possible supply of goods or
services;
"Group Company" any body corporate which is a
holding company of the Company
or a subsidiary undertaking of
the Company or any such holding
company (as such expressions are
defined in Sections 258, 259 and
736 of the Companies Xxx 0000
(as amended);
"Relevant Business" the business of providing
Internet products and any other
business carried on by the
Company or any Group Company
during die Relevant Period and
at the Termination Date;
"Relevant Period" the period of engagement
hereunder or if the Agreement
has been terminated or has come
to an end, the period of one
year prior to the Termination
Date;
"Termination Date" the date upon which the
Executive's employment with the
Company terminates or comes to
an end
(c) References to statutory provisions shall be construed as
references to those provisions as
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respectively amended or re enacted or the provisions by which
they have been replaced (whether on before or after the date
hereof) and shall include any provisions of which they are
re-enactments (whether with or without modification) and any
orders, regulations instruments or over subordinate
legislation made from time to time.
18. GENERAL
18.1 This Agreement shall be governed by and construed in accordance with
the laws of England and each party irrevocably submits to the
non-exclusive jurisdiction of the English courts in connection
herewith.
18.2 The continuous employment of the Executive commences on the date of
this Agreement.
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IN WITNESS whereof a duly authorised representative of the Company has executed
this agreement and the Executive has executed this Agreement as higher Deed on
the date hereof.
Signed by /s/ Xxxxxx Xxxxx ) Xxxxxx Xxxxx
for and on behalf of the Company ) President
SIGNED AND DELIVERED by ) /s/ Xxxx Xxxxxx
the said XXXX XXXXXX ) Xxxx Xxxxxx
as his/her Deed in the presence of:- )
Witnesse's signature /s/ XXXXX XXXX
Witnesse's name XXXXX XXXX
Address 00 XXXXXXXXXXX,
XXXXXX XX0X 0XX
Occupation SOLICITOR
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